Introduction
These terms and conditions for investors (hereinafter referred to as the "Terms and Conditions") is an agreement between Kula VASP Limited (hereinafter referred to as "Kula"), a company incorporated inMauritius and issuing the $KULA Token under the supervision of the FinancialServices Commission ("FSC") in accordance with the Virtual Asset and Initial Token Offering Services Act 2003 (VAITOS) ("Regulations"), as amended from time to time, and any investor ("Investor" or"Investors") wishing to purchase the $KULA Token offered by Kula through a centralised exchange platform ("Platform"), each a"Party" and collectively the "Parties".
Kula uses blockchain technology to build, manage and invest in real world asset backed decentralised autonomous organisations. The Kula ecosystem engages Investors and regional projects with multiple strategies to maximise profit that may be returned and then reflected in the value of the $KULA Token. For further information please refer to Kula's white paper and business plan and any other documentation and materials published by Kula on its Website.
These Terms and Conditions apply to any Investor who purchases, holds or otherwise interacts with the $KULA Token.
An Investor may not invest into Kula and purchase a $KULA Token if the Investor does not agree with these Terms and Conditions. By purchasing, holding, transferring or otherwise interacting with a $KULA Token, the Investor agrees that they (i) have read and understood these Terms and Conditions; and (ii) are deemed to be bound by these Terms and Conditions as may be amended hereafter. For the avoidance of any doubt, these Terms and Conditions will always apply to an Investor regardless of how the Investor acquires a $KULA Token.
Kula may, at its own discretion, amend the Terms and Conditions at anytime by publishing that amendment on its website or by giving notice thereof to Investors through any other means determined from time to time by Kula. That amendment shall become effective from the date of publication or the date ofthe notice (as the case maybe).
Investors must obtain their own independent legal, tax, financial and other professional advice before purchasing the $KULA Token and/or entering into any transaction involving the $KULA Token.
If the Investor has any questions with respect to these Terms andConditions, please contact us using
this form. If the Investor does not agree to these Terms and Conditions, they must not purchase, hold, transfer or otherwise interact with the $KULA Token.
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions Unless otherwise defined herein, the capitalised terms used herein shall have the following meanings:
FSC: the Financial Services Commission, Mauritius;
Kula: Kula VASP Limited;
$KULA Token: a digital representation of a set of governance rights over locally defined real world assets offered by Kula through a Platform;
Intellectual Property Rights: the following rights in their full form (including any other rights extended from these rights, or the rights arising from the renewal or modification of these rights), that are enforceable worldwide:
(a) patents, registered product designs, product design rights, technical or business knowledge, trademarks, service marks, trade name and business name (including goodwill associated with brand name), copyrights, moral rights, performer rights and broadcasting rights, any other legitimate rights under these Terms and Conditions, database rights and rights to domain names, geographical rights, utility models, including rights and privileges incidental to the registration or the filing of applications for registration, and rights to file applications to register any of the foregoing rights, and other rights similar thereto;
(b) trade secrets, confidential information, and any other right of ownership, including rights to know-how and technical information; and
(c) any other intellectual or industrial property rights;
Investor and/or Investors ($KULA Token holder): any investor purchasing the $KULA Token;
Party: means any party to these Terms and Conditions, and together, the Parties;
Platform: an exchange platform on which the $KULA Token is sold, purchased, traded and issued;
RegionalDAOs and/or Regional DAO Projects: as described under clause 4.1 of these Terms and Conditions;
Regulation: Virtual Assets and Related Activities Regulations 2023;
Terms and Conditions: the terms and conditions herein;
Wallet: a digital token wallet for storage of $KULA Token;
Website: https://www.kuladao.io/ or any other website designated by Kula.
1.2. Interpretation In these Terms and Conditions:
(a) references to any documents (including these Terms and Conditions) are references to the documents as amended, compiled, supplemented, modified, or replaced from time to time;
(b) references to recitals, clauses, or schedules are references to the recitals, clauses, or schedules of these Terms and Conditions. The recitals and schedules are also deemed an integral part hereof, and references to these Terms and Conditions include the recitals and schedules;
(c) headings contained in these Terms and Conditions for ease of reference only and have no effect upon the construction or interpretation of the Terms and Conditions or the intent of the Parties; and
(d) references to any legislation, rules, regulations, or notifications in these Terms and Conditions are references to such legislation, rules, regulations, or notifications as may be amended or supplemented from time to time, and include their re-enactments.
2. QUALIFICATIONS OF THE INVESTOR
2.1. The Investor agrees and acknowledges that the Investor may make an investment by purchasing the $KULA Token via thePlatform only if the following requirements are met:
(a) The Investor has completed any know-your-customer (KYC) and/or enhanced due diligence checks required by Kula, the Platform and/or FSC;
(b) the Investor has fulfilled the identification and authentication process according to the Platform's internal procedures and steps, and any other rules that the Platform and/or FSC enforces from time to time;
(c) the Investor has prepared and delivered full, complete and correct information as requested by Kula and/or the Platform;
(d) the Investor has an explicitand real address, contact number and email address;
(e) the Investor explicitly agrees to these Terms and Conditions and consents to entering into these Terms andConditions immediately upon purchasing, holding, transferring or otherwise interacting with a $KULA Token; and
(f) the Investor has correctly and fully performed any other acts additionally required by the Platform and Kula.
3. RELATIONSHIP BETWEEN KULA AND THE INVESTOR
3.1. Kula and the Investor acknowledge that these Terms and Conditions are not deemed to create any legal relationships of partnership, joint venture, principal – agent, or employer – employee relationship between Kula and the Investor.
3.2. The Investor acknowledges and agrees that Kula does not operate the Platform, the Wallet or the blockchain or distributed ledger technology on which the $KULA Token is distributed on, and therefore Kula shall not be held liable for any losses arising from theInvestor's use of the Platform, the Wallet or the blockchain or distributed ledger technology used when distributing the $KULA Token.
4. INVESTOR'S RIGHTS
4.1. After the Investor has purchased the $KULA Token on the Platform, the Investor is entitled to exercise certain governance rights through the Kula ecosystem. The funds raised by Kula through the sale of $KULA Tokens will be allocated to the Kula treasury. The Investor will have the ability to vote and determine how the funds in the Kula treasury are used in accordance with the Treasury Management Policy set out in Kula's White paper on its Website. The types of ways the funds and/or proceeds can potentially be allocated include:
(a) investment into real world assets in regional locations around the world, which Kula calls "RegionalDAOs" and/or "RegionalDAOProjects";
(b) administrative development of a regional project(s); and/or
(c) capitalisation of the Kula treasury.
4.2. The purpose of the $KULA Token is to allow Investors to use their governance rights to serve RegionalDAO Projects. Governance rights include voting rights with respect to RegionalDAO Projects vetted by Kula.
4.3. Investors have the right to actively participate in the decision-making of the KulaDAO Project and use their $KULA Token(s) as a gateway to: (i) make proposals (or actionable events) regarding the decisions in Kula’s guilds; and (ii) vote on the proposals made within Kula's application-based platform. When an agreed threshold is reached the smart contracts of the relevant RegionalDAOProject will execute the decision automatically. If the threshold is not met, then the decision and its related action cannot be carried out. By exercising these governance rights Investors can act as KulaDAO Project stakeholders and are incentivised to engage in positive governance by aligning the Investor's interests to create shared value.
5. DUTIES AND RESPONSIBILITIES OF THE INVESTOR 5.1. The Investor agrees to provide information, documents, and other cooperation upon the request of Kula, the Platform and/or FSC for compliance with applicable laws, including but not limited to, the Regulation, anti-money laundering regulations and combating-the-financing-of-terrorism regulations.
6. DUTIES AND RESPONSIBILITIES OF KULA
6.1. Kula agrees to provide its services relating to the $KULA Token inn accordance with the laws and regulations set forth by the Regulation and any other regulations issued by FSC, as may be amended from time to time.
7. TAXES AND FINANCIAL ADVICE 7.1. The Investor acknowledges and understands that Kula does not provide advice or recommendations on taxes, duty, and related financial matters. Kula recommends that the Investor consult with an independent tax or financial advisor on these matters if the Investor is uncertain about tax or financial consequences of the entry into these Terms and Conditions.
7.2. The Investor is responsible for paying their own taxes and duty that may arise from the operation of any business they may run, including the receipt of any financial interests from the $KULA Token, to the relevant taxation authority.
8. INTELLECTUAL PROPERTY RIGHTS
8.1. All Intellectual Property Rights to, arising from, or associated with the Website, software (including Kula's application-based platform) and systems related to Kula and the $KULA Token, including any improvements, modifications, or further developments associated with the Intellectual Property Rights, belong to Kula. The Investor acknowledges and agrees that the use of Kula'sIntellectual Property Rights is only limited to that permitted under theseTerms and Conditions. These Terms and Conditions do not give rise to the transfer of Kula's Intellectual Property Rights.
8.2. The Investor agrees not to:
(a) circumvent any technical restrictions in the Kula software, systems and/or any application-based platform to which Kula provides the Investor access to;
(b) reverse engineer, dissemble, or decompile the software, systems and/or any application-based platform to which Kula provides the Investor access to;
(c) disseminate, copy (except for permitted backup purposes), lease, lease on hire purchase, or lend the software, systems and/or any application-based platform to which Kula provides the Investor access to;
(d) lease, lease on hire purchase, or lend the software, systems and/or any application-based platform to whichKula provides the Investor access to; or
(e) cause damage to the Website, software, systems and/or any application-based platform associated with Kula.
9. INVESTOR REPRESENTATIONS AND WARRANTIES By purchasing, holding, transferring or otherwise interacting with the $KULA Token, the Investor represents and warrants to Kulathe following:
9.1. Status
All information submitted by the Investor to thePlatform and Kula is true, complete, valid and non-misleading. The Investor possess the legal capacity, and all qualifications required to purchase a $KULA Token and become an Investor and has read, understood and agreed to these Terms and Conditions.
9.2. Power and authority
The Investor has the power to enter into, perform, deliver, and take any necessary action to authorise the entry into, performance and delivery of, its obligations under these Terms and Conditions.
9.3. Non-conflict with other obligations
The execution of and the transactions contemplated by these Terms and Conditions do not and will not conflict with:
(a) any applicable laws or regulations;
(b) its constitutional documents if the Investor is a corporate entity oran institutional Investor;
(c) any agreement or instrument binding upon it or its assets;
(d) any order or judgment of any governmental, regulatory authority, or court having jurisdiction applicable to it or its assets; or
(e) any contractual restriction binding upon or affecting it or its assets.
9.4Voluntary The Investor's participation in the purchase anduse of, or any interaction with, the $K Token is voluntary and based ontheir own judgement without being coerced, solicited or misled by anyone.
10. ACKNOWLEDGEMENT AND ASSUMPTIONS OF INVESTMENT RISK By purchasing, holding and/or interacting with the $KULA Token, the Investor accepts the following risks set out under this clause 10 and acknowledges that Kula shall not be held liable for any losses arising from these risks.
10.1. Risks of the $KULA Token as a digital token:
The Investor agrees and accepts that investment ina new business involving digital tokens carries high risk as digital tokens, such as the $KULA Token, are considered a high-risk asset class. The Investor agrees and accepts that whether the future market price for the $KULA Token will move up or down or even sustain a market value is a speculative and often unpredictable. The price of the $KULA Token may move up or down or may become valueless and therefore Kula makes no guarantee that an Investor will receive any return on their invested capital when they sell their $KULA Token. The Investor acknowledges that it is a possibility that losses will be incurred rather than a profit made as a result of purchasing, holding and then subsequently selling the $KULA Token.
10.2. Volatility:
The Investor agrees and accepts that Kula is a new business and it may not have an established track record, stable cash flow or profits with respect to the $KULA Token. The risk of business failure at the RegionalDAO Project level and therefore the failure of the $KULA Token as a governance token and/or investment , and consequently the loss of the Investor's invested capital, are high. The Investor acknowledges that they should only place capital into a $KULA Token if they can afford a loss of their entire investment.
10.3. Liquidity Risk:
The Investor agrees and accepts that markets for digital tokens, such as the $KULA Token, can at times become"illiquid" which means there can be a scarcity of other investors who are willing to purchase the $KULA Token at any one time. Illiquid markets have increased potential risk of loss because they can experience high volatility and there is no assurance that a market for $KULA Token will continue to exist in the future. The Investor accepts that the value of the $Kula Token may decline, or be completely and permanently lost should the market for $KULA Tokens disappear over time. Kula make no representations, warranties or guarantees that the market for the $KULA Token will be active and liquid or permit the Investor to liquidate its position when it desires or at a favourable price.
10.4. Market Risk:
The Investor agrees and accepts that the $KULA Token may decrease in value or lose all of its value due to a range of market factors, including market manipulation, change to the nature of the $KULA Token or RegionalDAOs, governmental (including changes to the governments of the regions within which the RegionalDAO Projects are), regulatory activity, legislative changes, public opinions or other factors outside of Kula's control.
10.5. Risks relating to distributed ledger technology:
The Investor agrees and accepts that the $KULA Token relies on distributed ledger technology and that there are inherent risks that arise from relying on such technology and these include the existence of potential technical flaws in the technology, existence of flaws in the scripting language, the existence of record keeping errors which may be irreversible if not rectified within a certain short timeframe, changes in consensus protocol (that reflect into changes in operating rules) or algorithms, decreased community or miner support, the development of competing networks and platforms in the future, disputes between developers, miners and regulatory action, and being the target of malicious persons/cyber attackers.Kula shall not be held liable for losses incurred by the Investor arising out of the use of the distributed ledger technology for the distribution of the $KULA Token.
10.6. Network and technology failure:
The Investor agrees and accepts that the underlying blockchain supporting the smart contracts that underly the $KULA Token may be subject to risks that are beyond Kula's control and this may result in events such as loss of ownership of the $KULA Token, or transactions on the blockchain being altered or reversed (by consensus or even via fraudulent acts) or any restrictions that may be imposed on the selling of the $KULA Token.
10.7. Internet risks:
The purchasing of the $KULA Token and the operation of Kula relies heavily on the internet. The Investor agrees and accepts that given the public nature of the internet there is a risk of the following occurring when purchasing or selling a $KULA Token: interruption, delay, loss of data, corruption of data, loss of confidentiality in the transmission of data or the transmission of malware when transmitting data via the internet. This may mean the Investor's transaction (i.e. the purchasing or selling of the $KULA Token) is not executed at the time of, or in accordance with, the instructions provided by the Investor.
10.8. Cyberattacks:
The Investor agrees and accepts that the $KULA Token, or the Wallet in which the Investor stores the $KULA Token and the Kula ecosystem (including its application-based platform) are subject to risks of security breaches from cyber-attacks as they may be targeted by cyber-attackers who hack to steal the KULA Token. Such attacks may include the cyber-attacker having access to key files, passwords and other account access instructions, as well as unauthorised access to the Investor's computer or smartphone (or any other device that the Investor may use). The Investor agrees and accepts that the Investor is responsible for implementing reasonable measures for securing its own systems and Wallet, or other storage mechanism it uses to receive and hold the $KULA Token, including any private key(s) or other necessary credentials.
10.9. Legal:
All transactions involving digital tokens, such as the $KULA Token, are exposed to regulatory and/or legal risk. The Investor agrees and accepts that the legal status and regulatory treatment of the $KULA Token can be uncertain and may change, and the legal and regulatory treatment of RegionalDAO Projects and regional assets underlying the $KULA Token may also vary according to different jurisdictions. The Investor agrees and accepts that changes in regulations and legislation may cause the value of the $KULA Token to decrease or lose its entire value.
10.10. Taxation and accounting treatment:
The Investor agrees and accepts that selling the $KULA Token may be subject to different tax laws and regulations depending on the Investor's jurisdictions as the tax and accounting treatment of digital tokens vary amongst jurisdictions. Kula does not make any representation as to whether any tax consequences may arise from purchasing or holding or selling the $KULA Token. If the Investor is unsure about the tax implications and accounting treatment of the $KULA Token, the Investor should seek independent professional advice before buying, holding or selling the $KULA Token. Investors are responsible for understanding how the $KULA Token will be regulated and taxed under the applicable law.
11. DISCLAIMER
11.1. To the fullest extent permitted by applicable law and except as otherwise specified in writing by Kula, the $KULA Token are sold "as is" and on an "as available" basis without warranties and guarantees of any kind. Kula expressly disclaims all implied warranties as to the $KULA Tokens, including without limitation, implied warranties with respect to the fitness for any particular purpose.
11.2. Kula does not represent or warrant that the $KULA Token is error-free, free from viruses or harmful components, is reliable, meets the Investor's requirements or that defects in the $KULA Token will be corrected.
12 CONFIDENTIALITY
12.1. The Parties agree to keep confidential any information that a Party has obtained or acquired from the other Party as a result of the performance under these Terms and Conditions throughout the term of these Terms andConditions and during one year after the expiration of these Terms and Conditions, and will strictly not disclose it to any persons not involved in the performance of duties under these Terms and Conditions.
12.2. The provisions under this clause will not apply to:
(a) disclosure of information with the other Party's consent in writing;
(b) disclosure of information to:
i. employees, contract employees, or agents of a custodian for the performance of duties hereunder;
ii. agents who need to know the information for the purpose of providing services hereunder;
iii. Kula's auditor, legal, financial or other professional advisors;
iv. any person to whom Kula must, or is permitted to, disclose the information under any law, applicable provisions, or other regulations;
v. a court or judicial tribunal trying a lawsuit, arbitration case, or other legal proceedings in the relevant jurisdiction; or
vi. any regulatory, supervisory, governmental, or quasi-governmental authority, state enterprise, financial organisation, or independent regulatory authority (governmental or non-governmental) with the power to regulate Kula;
(c) disclosure of information as required by law, judgment, or order of a court, or by virtue of any applicable law, or in accordance with the regulations or guidelines issued by FSC; and
(d) any information that has been disclosed to the public or becomes publicly available other than as a result of a breach of any of these Terms and Conditions by either Party.
13. LIMITATION OF LIABILITY
13.1. The Investor agrees that Kula is not liable to the Investor for any loss (whether direct or indirect) or damage caused to the Investor, except for losses resulting from a wilful or negligent act or omission on behalf of Kula, or its employees.
13.2. Kula does not own the Platform or the blockchain technology used for the distribution of the $KULA Token and is therefore not liable to the Investor for any loss or damage caused to theInvestor:
(a) if that loss or damage is due to an act or omission of the operator(s)of the Platform or any third party or the blockchain technology used to distribute the $KULA Token; or
(b) if that loss or damage is due to bankruptcy of the operator(s) of thePlatform or any third party.
13.3. Kula is not liable for any loss or damage caused to the Investor as a result of Kula's failure to perform its duties hereunder, or any interruption or delay in the performance of its duties hereunder due to any circumstance beyond its control, including but not limited to:
(a) any flood, storm, earthquake, or natural calamity;
(b) any pandemic or epidemic;
(c) any war, terrorism, strike, revolution, riot, or civil commotion;
(d) any labour strike, lockout, or industrial action;
(e) any change in the interpretation or enforcement of any law or regulation;
(f) any act of a government or governmental agency;
(g) any order of a court or judicial body;
(h) any system or computer malfunction, damage, destruction, failure, or interruption however caused, or third-party interference (including system hacking);
(i) any restriction on the availability, credit, or transfer of foreign exchange; or
(j) any other event beyond the reasonable control of Kula.
14. TERMINATION
14.1. These Terms and Conditions are effective upon the moment the Investor purchases a $KULA Token, and will remain in full force and effect while theInvestor holds the $KULA Token.
14.2. Kula may terminate anInvestor's right to own or hold a $KULA Token and therefore terminate theseTerms and Conditions if:
(a) Kula finds any inappropriate conduct, such as an intentional concealment or distortion of any requested information, or the provision of incorrect or incomplete information, leading to errors in an analysis or financial opinion that may cause future damage to either Party;
(b) any change in economy, or applicable law, rules or regulations prescribed by the authorities, thereby causing Kula to be unable to provide the services or disqualifying the Investor from holding the $KULA Token; or
(c) the Investor's interactions with Kula's ecosystem and systems no longer conform with Terms and Conditions.
14.3. Termination of these Terms and Conditions will be without prejudice to the right of Kula to claim damages or expenses incurred as a result of theInvestor's breach of their duties or other provisions specified in these Terms and Conditions before the date of termination.
14.4. All provisions of these Terms and Conditions which by their nature should survive termination shall survive termination and remain binding on the Parties, including but not limited to clauses 10, 11, 12, 13, 14,15, 16, 0, 17.2, 18.2 and 20.
15. SEVERABILITY If any provision of these Terms and Conditions is or becomes illegal or unenforceable under any law, fact, or circumstance, or is or becomes void by the operation of law, the Parties agree that the lawful and valid provisions shall remain in full force and effect.
16. NOTICES 16.1. All notices, reports, and communications relating to these Terms and Conditions (collectively referred to as the "Notices") must be sent to the addresses specified below, unless a Party otherwise notifies the other Party in writing.
16.2. The Parties agree and wish to receive, send, or make Notices by electronic means, including but not limited to, via email or publication on the Website or the Platform. If sent to Kula please use
this form. If sent to the Investor: The address, telephone number, email address and other contact information that the Investor has registered at the time of opening its account with the Platform or the information updated by the Investor from time to time. Kula may publish notices on the Website, or send them to the relevant email address of the Investor.
17. ENTIRE AGREEMENT AND AMENDMENTS 17.1. These Terms and Conditions constitute the entire understanding and agreement between the Parties, and supersedes any other previous agreements, express or implied, between them.
17.2. If any law or regulation, including but not limited to any rule, notification, order, or regulation of a regulatory authority, is enacted or amended, the Investor agrees and acknowledges that Kula may amend these Terms and Conditions to be consistent with any future notification, order, rule, or regulation of the regulatory authorities. If these Terms and Conditions are amended, Kula will issue new Terms and Conditions.
18. ASSIGNMENT 18.1. The Investor may not assign these Terms and Conditions, or the rights and duties hereunder, either in whole or in part, without the prior written consent of Kula.
18.2. Kula may assign its rights and duties under these Terms and Conditions, either in whole or in part, and theInvestor agrees to give its consent and provide all necessary assistance and support, including the execution of all documents to the extent requested by Kula.
19. WAIVER 19.1. No failure to exercise, nor any delay in exercising, on the part of aParty, any right, power, or remedy available to it under any law or these Terms and Conditions will operate as a waiver of that right, power, or remedy.
19.2. No single or partial exercise of any right, power, or remedy by either Party under any law or these Terms andConditions will prevent any further or other exercise of, or extinguish, that right, power, or remedy.
19.3. The rights, power, and remedies provided in these Terms and Conditions are cumulative and not exclusive of any rights, power, and remedies provided by law.
20. GOVERNING LAW These Terms and Conditions are governed by, and construed in accordance with, the laws of Mauritius, as. Any disputes arising from these Terms and Conditions will be resolved by arbitration.
